HEICO CORP — Director's Dealing 2011

Jan 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2010-12-29

Reporting Person: MENDELSON ERIC A (Director, Co- President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-29	Common Stock	G	5513	—	Disposed	67244	Direct
2010-12-30	Common Stock	G	193	—	Disposed	67051	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	68945	Direct
Class A Common Stock	80136	Indirect
Common Stock	102950	Indirect
Common Stock	1187	Indirect
Class A Common Stock	1367	Indirect
Common Stock	26622	Indirect
Class A Common Stock	24551	Indirect

Footnotes

F1: Represents shares owned by Mendelson International Corporation whose stock is owned solely by the Reporting Person and Victor Mendelson, the brother of the Reporting Person..

F2: Represents shares owned by EAM Management Limited Partners, a partnership whos sold general partner is a ccorporation controlled by the Reporting Person.

F3: Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated January 4, 2011.